Class C Merger Consideration definition

Class C Merger Consideration means a number of shares of Acquiror Class C Common Stock equal to the quotient obtained by dividing (i) 90% (subject to adjustment to comply with the listing requirements set forth under Nasdaq Listing Rule 5505(b)(2) with respect to Acquiror) of the Base Purchase Price, by (ii) $10.00.
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Class C Merger Consideration means the amount equal to the product of (i) the total number of shares of Class C Common Stock issued and outstanding immediately prior to the Effective Time (other than Class C Common Stock held by the Company as treasury stock or held by the Merger Sub), multiplied by (ii) the Class C Liquidation Value.
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Class C Merger Consideration means the sum of all amounts payable to holders of Class C Interests under Section 3.02 and Section 3.03 hereof.
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Examples of Class C Merger Consideration in a sentence

  • Each share of Class C Stock that is issued and outstanding immediately prior to the Effective Time shall be converted into the right to receive the Merger Consideration, of which the Class C Merger Consideration (as defined below) shall be delivered to the holder thereof upon surrender of the certificate formerly representing such share of Class C Stock in the manner provided and otherwise in accordance with Section 2.02.

  • The Class C Merger Consideration and the Common Merger Consideration, if any, shall be payable entirely in cash; subject to such requirement, the number of shares of Parent Common Stock and the amount of cash comprising the Total Merger Consideration shall be allocated among the Class A Merger Consideration, Class B Merger Consideration, Class C Merger Consideration, Class D Merger Consideration, and Class E Merger Consideration pro rata in the same proportion of shares to cash.

  • Merger Consideration " means, collectively, the aggregate consideration to which the Class A Stockholders become entitled pursuant to Section 2.02(a) , together with the Class B Merger Consideration and the Class C Merger Consideration.

  • If any amounts become due to the holders of the Class C Common Stock under this Section 2.7 and the Earn-Out Agreement, the Stockholder Representative shall direct such funds or shares to be deposited in the Trust Account, for distribution by the Trustees to the StatusOne Stockholders and the holders of the Options in amounts proportionate to the Class C Merger Consideration to which they may be entitled under the terms of the Trust.


More Definitions of Class C Merger Consideration

Class C Merger Consideration shall equal 10 shares of Recapitalized Common Stock and a number of shares of the Company's newly authorized Class A Preferred Stock, par value $.01 per share, equal to the result of (i) the product of (x) the Cash Merger Consideration and (y) 0.6 divided by (ii) 1,000 and with the terms and conditions identical to the preferred stock issued immediately prior to the Effective Time by MergerCo to the Fund (it being understood that the securities constituting the Class C Merger Consideration will be issued at the same price and in the same proportion or "strip" as the comparable securities are issued to the Fund)."
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Class C Merger Consideration means the aggregate amount of accrued Special Dividends (as defined in the certificate of incorporation) to the extent unpaid as of the Adjustment Time.
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Class C Merger Consideration has the meaning set forth in Section 2.1(c) hereof.
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Class C Merger Consideration means cash in an aggregate amount equal to the lesser of: (1) the product of (i) the number of issued and outstanding shares of Class C Preferred at the Effective Time and (ii) the amount of $117.00 per share (subject to appropriate adjustment for all stock splits, dividends, combinations, recapitalizations and the like with respect to the Class C Preferred from the date hereof until the Effective Time)(the amount determined pursuant to this clause (A) being referred to as the "CHARTER C CONSIDERATION"), and (2) the product of (i) the ratio determined by dividing the Charter C Consideration by the sum of the Charter A Consideration, the Charter B Consideration and the Charter C Consideration and (ii) the Class ABC Merger Consideration.
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Related to Class C Merger Consideration

  • Final Merger Consideration has the meaning set forth in Section 2.10(b)(ii)(D).

  • Initial Merger Consideration has the meaning set forth in Section 2.2(a).

  • Merger Consideration has the meaning set forth in Section 2.1(a).

  • Cash Merger Consideration has the meaning set forth in Section 2.9(a).

  • Total Merger Consideration has the meaning set forth in Section 2.2(a).

  • Per Share Merger Consideration has the meaning set forth in Section 3.1(a).

  • Base Merger Consideration means $1,200,000,000.

  • Aggregate Merger Consideration has the meaning set forth in Section 2.1(a).

  • Closing Merger Consideration has the meaning set forth in Section 3.2(a)(ii).

  • Estimated Merger Consideration shall have the meaning set forth in Section 2.10(a).

  • Stock Consideration has the meaning set forth in Section 2.01(c).

  • Common Stock Consideration has the meaning set forth in Section 1.6(b).

  • Closing Consideration shall have the meaning set forth in Section 2.1(b).

  • Cash Consideration has the meaning set forth in Section 2.2.

  • Closing Stock Consideration means a number of shares of Parent Common Stock equal to (a) the Stock Consideration, minus (b) any shares of Parent Common Stock used to fund the SC Escrow Amount.

  • Transaction Consideration has the meaning set forth in Section 11.7 hereof.

  • Conversion Consideration shall have the meaning specified in Section 14.12(a).

  • Per Share Stock Consideration has the meaning set forth in Section 3.01(a)(i).

  • Acquisition Consideration means the purchase consideration for any Permitted Acquisition and all other payments by Holdings or any of its Subsidiaries in exchange for, or as part of, or in connection with, any Permitted Acquisition, whether paid in cash or by exchange of Equity Interests or of properties or otherwise and whether payable at or prior to the consummation of such Permitted Acquisition or deferred for payment at any future time, whether or not any such future payment is subject to the occurrence of any contingency, and includes any and all payments representing the purchase price and any assumptions of Indebtedness, “earn-outs” and other agreements to make any payment the amount of which is, or the terms of payment of which are, in any respect subject to or contingent upon the revenues, income, cash flow or profits (or the like) of any person or business; provided that any such future payment that is subject to a contingency shall be considered Acquisition Consideration only to the extent of the reserve, if any, required under GAAP at the time of such sale to be established in respect thereof by Holdings or any of its Subsidiaries.

  • Merger Sub Common Stock means the common stock, par value $0.01 per share, of Merger Sub.

  • Net Consideration Per Share means the amount equal to the total amount of consideration, if any, received by the Company for the issuance of such warrants, options, subscriptions, or other purchase rights or convertible or exchangeable securities, plus the minimum amount of consideration, if any, payable to the Company upon exercise or conversion thereof, divided by the aggregate number of shares of Common Stock that would be issued if all such warrants, options, subscriptions, or other purchase rights or convertible or exchangeable securities were exercised, exchanged or converted.

  • Aggregate Stock Consideration has the meaning set forth in Section 3.01(b)(iii).

  • Per Share Cash Consideration has the meaning set forth in Section 3.01(a)(ii).

  • Company Share means one share of common stock of the Company, $0.01 par value per share.

  • Exchangeable Share Consideration has the meaning provided in the Exchangeable Share Provisions.

  • Parent Class B Common Stock means the Class B Common Stock, par value $0.01 per share, of Parent.